Partnership
Terms
undefined, object
copy deck
- Default of failed LP
- GP
- Requirments for GP
- 2 or more carrying on as co-owners for profit
- When is partnership liable for k's
- If partner entered into k for business
- When is partnership bound by torts committed by partner?
- if within scope of partnership
- When is partnership not bound by contracts entered into by partner
- no authority
- What is incoming GP's liabilities for pre-exisitng debts?
- NONE but any contribution money they put into GP can be used to pay off pre existing debts
- Withdrawing partner's liability for partnership debts?
-
Still liable unless does 1 of 2 things:
1) Gives notice of withdrawal to creditors, or 2) 90 days after filing notice of withdrawal with the state - Describe the doctrine of partnership by estoppel? 3 elements
-
1. Person who is not a partner and has no partnership
2. represents to a 3rd person that a partnership exists
3. Will be liable as if a general partnership exists - How to form LP
-
i. Need at least 1 General Partner and at least 1 limited parter to form
ii. Must file limited partnership certificate with state - Liability of GP in LP?
- personal unlimited liability
- What rights do GP's have that LP's do not have
- right to exercise substantial control and run day to day business of partnership
- Does GO have FD to partnership>?
- yes cannot do anything adverse to it
- Liability of LP in LP
- no personal liability just liable to amt put in
- When will LP be liable personally
- when exercises too much control
- 3 rights of LP's
-
1. bring derivative action
2. Vote on extraordinary matter of partnership
3. Get partnership information from GP or see documents upon reasonable demand (inspect and copy partnrship business) - Can LP ever assign his LP interest to another?
- YES but only rights of distribiton, can only assign other rights if all partners consent or partnership k allows
- Are GP's fidcuciaries?
- Yes to other GP"s and to partnership
- 5 FD of GP's
-
1. duty of loyalty
2. duty of disclosure
3. duty to follow reasonable directions of partnership
4. duty of care
5. duty to provide complete and accurate information concenring the partnership - Can specific partnership assetS ever be transferred by GP?
- NO
- Is goodwill an asset?
- YES
- What is partner's profits considered to be
- personal property can do whatever they want with it
- If no agreement to management share what result?
- EQUALLY disregard profits agreement
- If k silent can partners ever get salary?
- NEVER unless provided for in partnership agreement or compensation for winding up
- Absent agreement how are profits shared?
- Equally
- Absent agreement how are losses shared?
- LIKE PROFITS
- 3 stages of ending partnership
-
1) dissolution
2) winding up of partnership
3) termination - When partnership has dissolution what must happen
- WIND UP and liquidate
- How does GP dissolute from At will partnership
- Any express manifestation starts dissolution and NO LIABILITY
- Expressed partnership formed by contract how do start dissolution? 2 ways
-
1) by event specified in k
2) upon majority vote of remaining partners to dissolve within 90 days of a partner's withdrawal - When no dissolution but just withdrawal of GP
- GP withdraws but majority of GP's do not vote to withdrawal within 90 days after GP's withdrawal
- Liabilities for withdrawing GP?
- 1 any debt that arouse while he was GP and 2. If GP does dissolute then is liable for winding up business
- How to cause dissolution in LP?
- Withdrawal of a GP, unless all partners agree in writing to the appointment of any necessary GP's within 90 days of the w/d. So if new GP substituted for w/d GP then no dissolution.
- When there is dissilotuin what must happen
- WInd up by liquidating all assets of partnership and then paying off all creditors and then remainder to partners if any
- WHat happens after winding up over?
- TERMINATION nothing left
- Do partners who engage in actual winding up/liquidating get compensation
- yes even if k does not provide for
- Partner's liability regarding old business during winding up?
- partnership and partners liable on all transaction entered into to wind up old business with existing creditors
- Partner's liability during winding up phase regarding new business
- Liable in brand new business until either 1_ notice of dissolution given to creditors or 2) it has been 90 days after filing of dissolution with state
- Priority of distribution?
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1st level=Outside trade creditors, and inside partner creditors (when partner borrows $)
2nd level=Capital contributions by partners (not loans)
3rd level=If leftover $ then shared equally in absence of agreement
*if 1st or 2nd level not paid out then go after partners personally to get paid